Terms & Conditions of Purchase

Transcription

1 Terms & Conditions of Purchase Acceptance - Agreement: Röchling Advent Tool & Mold and Supplier agree that Supplier will sell to Röchling Advent Tool & Mold Products (as defined herein) from time to time ordered pursuant to Röchling Advent Tool & Mold s purchase order (singularly an "Order" or when used to refer to more than one Order, "Orders"), or otherwise, and that EACH ORDER THAT IS PLACED OR PURCHASE MADE SHALL BE SUBJECT TO AND GOVERNED SOLELY BY THESE TERMS AND CONDITIONS OF PURCHASE AND THE RELEVANT ORDER(S) AS SET FORTH BELOW ( AGREEMENT ). Documents designated by Röchling Advent Tool & Mold in the body of the Order, including supplemental terms and conditions, if any, are incorporated by reference the same as if set out in full therein, and will form a part of the Order and this Agreement. Supplier s acceptance of the Order, commencement of work on the merchandise subject to the Order or shipment of such Products, whichever occurs first, shall be deemed acceptance of the Order and this Agreement. Any actual or deemed acceptance of the Order is limited to acceptance of the express terms contained in this Agreement. Any proposal for additional or different terms or any attempt by Supplier to vary in any degree any of the terms of the Order or this Agreement in Supplier s acceptance is hereby objected to and rejected, but such proposals shall not operate as a rejection of the Order or this Agreement unless such variances are in the terms of the description, quantity, price or delivery schedule of the Products, in which case they shall be deemed a material alteration thereof, and the Order and this Agreement shall be deemed accepted by Supplier without said or additional or different terms. In no event is this Agreement to be construed as exclusive or to otherwise impose any minimum or guaranteed purchases or amounts upon Röchling Advent Tool & Mold. It is Supplier s responsibility to comply with this Agreement and to clarify with Röchling Advent Tool & Mold any inconsistencies, ambiguities, or conflicts in any parts of this Agreement, i n c l u d i n g w i t h o u t l i m i t a t i o n the Order or referenced documents. Should Supplier fail to contact Röchling Advent Tool & Mold to resolve conflicts or inconsistencies, Supplier will be solely responsible for errors resulting from said conflicts or inconsistencies. Where documents are referenced, unless otherwise specified, the version in effect at the time of order placement shall apply. Purchase Orders: Supplier shall confirm all Orders for Products (as defined herein) within three (3) business days 1 of receipt thereof. As used herein, "Products" shall mean custom injection molded parts, subassemblies, and inputs and materials therefor supplied in accordance with Röchling Advent Tool & Mold s Specifications, as defined below. Supplier may not unreasonably reject any Order. In the event Supplier has a reasonable basis to reject any Order, Supplier shall so inform Röchling Advent Tool & Mold immediately, and the parties shall work in good faith to mutually agree on any changes to the Order. Röchling Advent Tool & Mold shall be entitled to modify the quantity of Products set forth in any Order previously submitted to Supplier by providing Supplier written notice of such modification within product lead time in advance of the delivery date for such Products; provided, however, that if Röchling Advent Tool & Mold modifies the quantity, a corresponding, commercially reasonable change to the delivery date will be made to the extent specified as necessary by Supplier in response to the written modification sent by Röchling Advent Tool & Mold. Specifications: As used herein, "Specifications" shall mean the functional, design, product, materials and content, manufacturing, quality assurance, labeling and packaging specifications for the Products, as well as requirements, drawings, notes, instructions, engineering information or technical data furnished by Röchling Advent Tool & Mold, or referred to in the Order. Where expressly requested or specified by Röchling Advent Tool & Mold, "Specifications" hereunder may also include specifications furnished by Supplier concerning the Products; provided, however in the event of any conflict or ambiguity between Specifications as furnished by Röchling Advent Tool & Mold and any similar information furnished by Supplier, the Specifications furnished by Röchling Tool & Mold shall govern. Supplier shall be fully and solely responsible for obtaining data adequate to design, manufacture, fabricate, construct and deliver any Products in compliance with all requirements of the Order. Any Products delivered to Röchling Advent Tool & Mold under an Order will be supplied according to Röchling Advent Tool & Mold's instructions regarding the above information and in accordance with the FDA Quality System Regulation (21 CFR Part 820) and all applicable international standards. No changes are to be made to the Specifications or the Products manufactured from those

2 specifications without written approval from Röchling Advent Tool & Mold. Supplier shall obtain from Röchling Advent Tool & Mold written approval of all Specification deviations. This shall include deviations for all Products produced from tooling provided by Röchling Advent Tool & Mold, or third parties, which are not in compliance with Specifications hereunder. As between Supplier and Röchling Advent Tool & Mold, Röchling Advent Tool & Mold shall retain title to all such tooling, Specifications and/or related documents which it provides or causes to be given to Supplier, and nothing herein shall be construed as transferring any right, title or interest of any kind or nature whatsoever thereto to Supplier. Supplier shall not use any of such tooling, documents or the information contained therein for any purpose other than in performance of the Order. Supplier shall not disclose such documents or information to any party other than Röchling Advent Tool & Mold or a party duly authorized by Röchling Advent Tool & Mold. Upon Röchling Advent Tool & Mold's request, Supplier shall promptly return to Röchling Advent Tool & Mold all such tooling, documents, and copies. Changes: Röchling Advent Tool & Mold shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for performance, Supplier shall notify Röchling Advent Tool & Mold promptly following receipt of Röchling Advent Tool & Mold's change specification at which time an equitable adjustment shall be made and the Order shall be modified in writing accordingly. Supplier hereby waives any right to claim cost increases resulting from change specifications submitted by Röchling Advent Tool & Mold to the extent Supplier fails to notify Röchling Advent Tool & Mold in a timely fashion, and in no event, any later than five (5) business days following receipt of the applicable Röchling Advent Tool & Mold change specification. Supplier agrees to accept any such changes subject to this paragraph. Product design, labeling or process changes (including changes to raw materials, control plans, measurement methodology and tooling) and changes to the manufacturing location of any Products may not be made by Supplier without prior written consent from Röchling Advent Tool & Mold. Production Part Approval Process ("PPAP"): In order to affect controlled processes, Products consistency and high quality, Supplier must meet minimum performance standard as defined by the then-current Production Part Approval Process ("PPAP") plan provided by Röchling Advent Tool & Mold. Such PPAP will specify conditions, Products and performance in furtherance of Supplier's efforts to control, test, and release Products supplied by Supplier to Röchling Advent Tool & Mold in such a manner so as to ensure that the Products meet all of Röchling Advent Tool & Mold's acceptance criteria, and may include sending pre-shipment samples at Supplier s cost to a specific location designated by Röchling Advent Tool & Mold for testing, as well as procedural criteria for sampling, testing, release and rejection. Supplier hereby agrees that Röchling Advent Tool & Mold has the right to propose modifications to the PPAP from time to time, consistent with ensuring that the Products meet all of Röchling Advent Tool & Mold's acceptance criteria. Upon notice of such modification, Supplier shall work with Röchling Advent Tool & Mold to implement modifications within an agreeable timeframe, to comply with the terms thereof; provided, however, Supplier may propose an equitable adjustment to the price for the Products to reflect (without markup, or additional margin) changes in costs and/or expenses directly resulting from such modification, and once such revision to the price has been agreed upon, Supplier will implement the modifications to the PPAP. Payment Terms: Unless otherwise agreed by Röchling Advent Tool & Mold and Supplier in writing, (a) payment shall be made by Röchling Advent Tool & Mold separately for each Order, and (b) Röchling Advent Tool & Mold shall pay all undisputed invoice amounts in U.S. dollars within established terms. Process Improvements: If, at any time during the Term of this Agreement, Supplier implements process improvements that reduce Supplier's cost of production of the Products, or if there is a material decrease in the cost of raw materials used in the production of the Products, Supplier shall pass 50% of such cost savings along to Röchling Advent Tool & Mold in the form of a decrease in the prices in place at the time the costing savings are realized. Any such price decrease shall be effective for the Products ordered in the next Order following notice of the reduced price. Notwithstanding the foregoing, in the event Supplier implements any operational excellence improvement at Röchling Advent Tool & Mold's suggestion and under Röchling Advent Tool & Mold' s guidance, Supplier shall pass 100% of the savings attributable to such improvement along to Röchling Advent Tool & Mold.

3 Setoff: All claims for money due or to become due from Röchling Advent Tool & Mold shall be subject to deduction or set off by Röchling Advent Tool & Mold by reason of any counterclaim arising out of this or any other transaction with Supplier. Manufacturing and Delivery Commitment: Supplier hereby represents and warrants that it has and will maintain sufficient manufacturing capacity to meet Röchling Advent Tool & Mold's needs of the Products as specified in the Order(s). If Supplier fails to deliver the total quantity of Products ordered by Röchling Advent Tool & Mold in any Order by the date of delivery specified therein, then Röchling Advent Tool & Mold may elect to (a) purchase replacement Products from an additional supplier, or (b) have the remaining portion of the order of Products shipped by air freight at Supplier s sole cost and expense. In the event that Röchling Advent Tool & Mold purchases replacement Products or substitutes for the replacement Products from another source because Supplier is not able to deliver sufficient Products, and pays more than the then-current purchase price stipulated in the Order for such replacement Products or for substitutes for the replacement Products, Supplier shall credit Röchling Advent Tool & Mold the difference in price per unit of Products not delivered equal to the total amount of the shortfall. Regardless of whether Röchling Advent Tool & Mold orders replacement or substitute Products from another source, Supplier shall remain obligated to deliver the total quantity ordered by Röchling Advent Tool & Mold, unless Röchling Advent Tool & Mold notifies Supplier that Röchling Advent Tool & Mold is canceling its order with respect to the amount of the shortfall. 2 Delivery: Supplier acknowledges and agrees that time is of the essence with respect to all delivery dates stated on Orders. Any delivery made after close of business on the date specified in the Order shall be deemed late. If any part of the Products delivered by Supplier is delivered late, or otherwise does not comply with the terms and conditions hereof or in the Order as to quality or otherwise, Röchling Advent Tool & Mold may either (a) reject and return all or any part of the Products ordered thereunder for full credit, including freight or (b) at Röchling Advent Tool & Mold s option, utilize all or any part of said Products, holding Supplier liable for all damages resulting from Supplier s failure to comply. Deliveries shall not be made earlier than five (5) days prior to the requested delivery date unless specified by Röchling Advent Tool & Mold. Röchling Advent Tool & Mold reserves the right to accept or reject partial shipments. All shipments shall be routed per routing instructions on the face of the Order or at the request of Röchling Advent Tool & Mold s Logistic Department. If specific routing is indicated and not complied with, all extra carriage will be charged against Supplier. In the event Supplier does not follow SHIP TO instructions on the face of the Order, which results in the Products arriving at incorrect locations, material will be reshipped at Supplier s cost and expense. In the event of an embargo, Supplier shall contact Röchling Advent Tool & Mold s Logistic Department immediately for instructions. All Products shipped shall be at Supplier s risk until actual receipt by Röchling Advent Tool & Mold (or its carrier of choice) at the designated delivery point in accordance with the shipping term as stated on the Order and Röchling Advent Tool & Mold assumes no liability for loss or damage occurring prior to Röchling Advent Tool & Mold s receipt. Supplier shall (a) deliver a minimum of 95% of all Products ordered by Röchling Advent Tool & Mold under the Order no earlier than the date specified by Röchling Advent Tool & Mold for each such Order, (b) fill 100% of all Products ordered by Röchling Advent Tool & Mold under the Order, and (c) maintain a 98% quality acceptance rating for all Products ordered under the Order. Shipment: If in order to comply with Röchling Advent Tool & Mold s required delivery date it becomes necessary for Supplier to ship a more expensive way than specified in the Order, any increased transportation costs resulting therefrom shall be paid for by Supplier unless the necessity for such rerouting or expedited handling has been caused s o l e l y by Röchling Advent Tool & Mold and Röchling Advent Tool & Mold agrees in advance to such rerouting or expedited handling fees. No charges of any kind, including charges for boxing or carriage, freight or special handling, will be allowed unless specifically agreed to in advance by Röchling Advent Tool & Mold in writing. Pricing by weight, where applicable, covers net weight of material, unless otherwise agreed. Any costs incurred by Röchling Advent Tool & Mold because of Supplier s noncompliance with the terms and conditions in an Order, shall be charged back to Supplier.

4 Inspection: Röchling Advent Tool & Mold shall be under no duty to inspect Products purchased hereunder before its use in manufacture and/or resale, and the processing, manufacture or resale shall not constitute an acceptance of the Products or a waiver of any claim. Röchling Advent Tool & Mold reserves the absolute right to reject and refuse acceptance of Products which is not in accordance with Röchling Advent Tool & Mold s instructions, specifications, drawings and data or not in accordance with Supplier s warranty (express or implied) and to return same to Supplier at Supplier s expense. Payment for any Products purchased by, and delivered to, Röchling Advent Tool & Mold hereunder shall not be deemed an acceptance thereof. Termination for Convenience of Röchling Advent Tool & Mold: Röchling Advent Tool & Mold reserves the right to terminate the Order or any part thereof for its sole convenience. In the event of such termination, Supplier shall immediately stop all work thereunder and shall immediately cause any of its suppliers or subcontractors to cease such work. Supplier shall be paid its actual direct, noncancellable costs already incurred prior to the notice of termination; provided that Supplier shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Supplier s suppliers or subcontractors which Supplier could reasonably have avoided or mitigated or with respect to materials that can be returned, redirected or resold to other customers. Termination for Cause: Röchling Advent Tool & Mold may also terminate the Order or any part thereof for cause in the event of any default by the Supplier, or if the Supplier fails to comply with any of the terms and conditions of the Order or this Agreement. For purposes of the foregoing sentence "cause" includes late delivery or performance, a delivery of defective or nonconforming goods or workmanship, failure to provide Röchling Advent Tool & Mold, upon request, with reasonable assurances of future performance, a breach of any of Supplier's warranties, any other material default or failure of compliance by Supplier with the terms and conditions hereof, the commencement or continuance of any bankruptcy or insolvency proceeding by or against Supplier, or any legal process or order directing or requiring Röchling Advent Tool & Mold to undertake or refrain from undertaking any business or certain types of business with the result that the goods and/or services ordered hereunder shall be unnecessary to Röchling Advent Tool & Mold. Proprietary information Confidentiality: Products furnished to the Specifications shall not be furnished or quoted to any other person or concern or used by Supplier for any purpose other than fulfilling Orders for Röchling Advent Tool & Mold. Such patterns, specifications and drawings along with any other non-public information or materials provided by Röchling Advent Tool & Mold to Supplier shall be confidential, shall remain the property of Röchling Advent Tool & Mold or its customers and shall be returned to Röchling Advent Tool & Mold immediately upon request. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time to Röchling Advent Tool & Mold by Supplier shall be deemed secret or confidential and Supplier shall have no rights against Röchling Advent Tool & Mold with respect thereto except such rights as any exist under any applicable patent law. The obligations of Supplier hereunder pursuant to this section shall survive for a period of three (3) years, with the exception of designated trade secrets in which case the obligations of Supplier shall survive until such time as such trade secret is no longer a trade secret under applicable law through no fault of Supplier's. In the event that the recipient of confidential information is requested or becomes legally compelled to disclose any of the confidential information (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or otherwise), such recipient party will provide the disclosing party with prompt notice, to the extent practicable, so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this section related to confidentiality. In the event that such protective order or other remedy is not obtained, the disclosing party agrees that such disclosure may be made without liability hereunder; provided that the recipient party (a) furnishes only that portion of the confidential information which the recipient party is, in the opinion of its counsel, legally required to disclose, and (b) uses its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the confidential information. Intellectual Property Rights: An Order should not be used in connection with the creation of intellectual property. However, in the event there are services or work performed by Supplier pursuant to an Order that create any ideas, inventions or intellectual property rights capable of protection, such ideas and inventions shall be deemed works for hire and are the sole and exclusive

5 property of Röchling Advent Tool & Mold without requirement of any further payment hereunder. In the event it is determined Röchling Advent Tool & Mold is not the owner of the intellectual property, Supplier hereby grants to Röchling Advent Tool & Mold a fully-paid, royalty-free, transferable sublicense to make, have made, use, sell or offer for sale or import Products possessing such intellectual property. Patents and Trademarks: Supplier shall defend, indemnify and hold harmless Röchling Advent Tool & Mold against all claims or liabilities and expenses (including reasonable attorneys' fees) arising out of, or resulting from, the infringement of any intellectual property or other proprietary rights of any person including, without limitation, the infringement of any trademarks, trade names, trade dress, trade secrets, patents or the violation of any copyright laws or any other applicable federal, state or local laws, rules or regulations. In the event that any claim is made against Röchling Advent Tool & Mold with respect to the foregoing, or in the event the Products is misbranded or bears illegal descriptive matter, Röchling Advent Tool & Mold shall have the right, in addition to all other rights under contract or otherwise given by law, to cancel the Order for the Products, and any other Order with Supplier, and to return Products already delivered for full credit. In connection therewith, Supplier shall, at its sole expense, promptly undertake to procure for Röchling Advent Tool & Mold the right to continue using such Products. If, however, such right cannot be procured on terms and conditions reasonably acceptable to Röchling Advent Tool & Mold, Supplier shall, at its sole expense but at Röchling Advent Tool & Mold's discretion: (a) promptly modify such Products to render it noninfringing but functionally equivalent or (b) refund to Röchling Advent Tool & Mold the sums actually paid for the Products, and Röchling Advent Tool & Mold shall cease to use same. No Publicity: Supplier shall not make, nor permit any of their respective directors, officers, employees, agents, advisors, affiliates or representatives to make any press release, public announcement or other public disclosure with respect to the existence of an Order or this Agreement or the terms hereof without the prior consent of Röchling Advent Tool & Mold. Representations and Warranties: Supplier expressly represents and warrants that all Products furnished under the Order shall (a) conform to all Specifications and quality standards or requirements provided by Röchling Advent Tool & Mold to Supplier, including, without limitation, the PPAP, and (b) be new and free from defects in material and workmanship. Supplier warrants that all such Products will conform to any statements made on the containers or labels or advertisements for such Products, and that any Products will be adequately contained, packaged, marked and labeled and, at the time Röchling Advent Tool & Mold takes title to the Products, the Products shall not be adulterated, misbranded or otherwise in violation of the Federal Food, Drug and Cosmetic Act, 21 U.S.C.A., Section 301 et seq., as amended from time to time. Supplier represents and warrants to Röchling Advent Tool & Mold that at the time of sale Supplier has good title to the Products, free and clear of all security interests, liens or encumbrances, and that no third party has any right, title or interest in the Products. Supplier represents and warrants that such Products shall be in material compliance with all applicable laws, rules, statutes and regulations governing the manufacture and sale of Products and the performance of its obligations under the Order. Supplier hereby represents, warrants and covenants that it currently does and it will continue to comply with all applicable international conventions relating to fair trade practices to which the United States and/or the country where the Products is produced are signatories, such as prohibitions against bribery, participation in secondary and tertiary boycotts and comparable conventions, as implemented in national law and regulation. In the event that Röchling Advent Tool & Mold has previously purchased conforming Products of the same description from Supplier, Supplier agrees that the Products to be delivered under the current Order shall be identical in all respects to the Products previously ordered. Supplier warrants that all Products furnished under the Order will be merchantable and will be safe and appropriate for the purpose for which Products of that kind is normally used. If Supplier knows or has reason to know the particular purpose for which Röchling Advent Tool & Mold intends to use the Products, Supplier warrants that such Products will be fit for such particular purpose. Supplier warrants that Products furnished will conform in all respects to samples. Inspection, test, acceptance or use of the Products furnished under the Order shall not affect the Supplier s obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use. Supplier s warranty shall run to Röchling Advent Tool & Mold, its successors, assigns and customers, and users of Products sold by Röchling Advent Tool & Mold. Supplier agrees to replace, or correct defects of, any Products not conforming to the foregoing warranty promptly without expense to Röchling Advent Tool & Mold, when

6 notified of such non-conformity by Röchling Advent Tool & Mold, provided Röchling Advent Tool & Mold elects to provide Supplier with the opportunity to do so. In the event of failure of Supplier to correct defects in or replace nonconforming Products promptly, Röchling Advent Tool & Mold, after reasonable notice to Supplier, may make such corrections or replace such Products and charge Supplier for the cost incurred by Röchling Advent Tool & Mold in doing so. Price Warranty: Supplier warrants that the prices for the Products sold to Röchling Advent Tool & Mold under the Order are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities. In the event Supplier reduces its price for such Products during the term of the Order, Supplier agrees to reduce the prices of the Order correspondingly. Supplier warrants that prices shown on the Order shall be complete, and no additional charges of any type shall be added without Röchling Advent Tool & Mold s express written consent. Such additional charges include, but are not limited to drayage, shipping, packaging, labeling, customs duties and taxes, storage, insurance, boxing and crating. Payment terms date from receipt of material purchased or date of receipt of invoice, whichever is later. Exclusivity: Supplier agrees that it shall not sell the Products made to Röchling Advent specification or Röchling Advent Customer specification to any of Röchling Advent Tool & Mold's competitors. Insurance: If the accomplishment of the Order requires or contemplates the performance of services or labor by Supplier s employees, or persons under contract to Supplier, on Röchling Advent Tool & Mold s property, or property of Röchling Advent Tool & Mold s customers, Supplier agrees that the persons doing such work shall not be considered employees of Röchling Advent Tool & Mold. Supplier shall carry (a) Commercial General Liability Insurance in a minimum amount of US$5,000,000 Combined Single Limit, Bodily Injury, and Property Damage, and (b) Products Recall insurance covering the actual costs sustained in recalling defective Products but no event less than US$1,000,000 per recall, in each case naming Röchling Advent Tool & Mold as an additional insured. Insurance to be maintained by Supplier pursuant to the provisions of this section shall provide for written notice to Röchling Advent Tool & Mold thirty (30) days in advance of any alteration, modification or cancellation of such insurance. All such policies of insurance shall contain a waiver of subrogation rights against Röchling Advent Tool & Mold. Supplier shall furnish to Röchling Advent Tool & Mold a certificate of insurance evidencing such coverage. Supplier shall defend, indemnify and hold harmless Röchling Advent Tool & Mold from any and all claims or liabilities arising out of the work covered by this paragraph including all claims or liabilities arising out of the use of Röchling Advent Tool & Mold s tools, equipment or other facilities. Indemnification: Supplier shall defend, indemnify and hold harmless Röchling Advent Tool & Mold and its distributors and customers from and against all damages, claims or liabilities and expenses (including reasonable attorneys' fees) arising out of, or resulting in any way from, any (a) defect in the Products purchased from Supplier under an Order; (b) the recall of the Products; (c) the recall of products into which the Products hereunder have been incorporated and/or combined, where such recall is the result of defects in the Products hereunder; (d) any third party claim for death, injury or property damage caused by the use or possession of the Products, except to the extent that such death, injury or damage results from the negligence or willful misconduct of Röchling Advent Tool & Mold; (e) the label, labeling, promotional literature or other information concerning Products provided by Supplier; (f) the negligent act or omission or other wrongful conduct of Supplier; (g) the breach of any representation or warranty of Supplier, including those contained in this Agreement, the Order or created by operation of law; Products(h) Supplier s failure or alleged failure to warn, advise Röchling Advent Tool & Mold of the need to warn, or adequately test the Products; and (i) the failure of the Products to meet Röchling Advent Tool & Mold s Specifications, if any. This indemnification shall be in addition to the warranty obligations of Supplier and shall not be conditioned upon the waiver of any claims Röchling Advent Tool & Mold may have against Supplier. Entire Agreement: The Order, any documents referred to on the face thereof, and this Agreement constitute the entire agreement between Röchling Advent Tool & Mold and Supplier with respect to the subject matter hereof. Force Majeure: In the event of delay or temporary discontinuance of Röchling Advent Tool & Mold s business in whole or in part by reason of fire, flood, tempest, earthquake, war, c i v i l c o m m o t i o n, act of God, embargo, s t r i k e or other cause beyond Röchling Advent Tool & Mold s control (a Force Majeure Event"), Röchling Advent Tool & Mold may at its option, cancel

7 any undelivered Order in whole or in part or delay delivery or acceptance occasioned by said causes. Supplier shall hold such Products at the direction of Röchling Advent Tool & Mold and shall deliver it when the cause affecting the delay has been removed. Röchling Advent Tool & Mold shall be responsible only for Supplier s direct additional costs in holding the Products or delaying performance of the Order at Röchling Advent Tool & Mold s request. Supplier shall immediately give written notice of a Force Majeure Event to Röchling Advent Tool & Mold. Any plant shutdowns for vacation or other reasons planned by Supplier requires at least three (3) months prior written notification to Röchling Advent Tool & Mold. 3 Assignments: The Order and any right thereunder is not assignable by Supplier, nor shall Supplier subcontract or delegate any portion or all of the Order, without the prior written consent of Röchling Advent Tool & Mold, nor shall Röchling Advent Tool & Mold be under any obligation to recognize any assignment of monies payable thereunder, nor of any rights in the Products ordered therein, nor of any other rights arising thereunder, or to pay any monies or deliver or return any Products ordered thereunder to any assignee without like consent. Notwithstanding the foregoing, Röchling Advent Tool & Mold may assign an Order or any right thereunder to an affiliate without the written consent of Supplier. Waiver: Röchling Advent Tool & Mold s failure to insist on performance of any of the terms or conditions herein or in the Order on any one occasion, or to exercise any right or privilege, or Röchling Advent Tool & Mold s waiver of any breach hereunder shall not thereafter waive any other terms, conditions or privileges, whether of the same or similar type, on any other occasion. Röchling Advent Tool & Mold Policies: Supplier shall comply with the (a) Trade Compliance Terms and Conditions, (b) Supplier Code of Conduct, (c) Supplier Manual, and (d) Information Security Requirements, as communicated to Supplier by Röchling Advent Tool & Mold from time to time. Inspection of Records and Facilities: All articles, materials and workmanship, as well as facilities where they are produced, will be subject to inspection and tests by Röchling Advent Tool & Mold, Röchling Advent Tool & Mold's customer, the FDA or Röchling Advent Tool & Mold's or its customer's ISO Notified Body during manufacture and at all times and places to the extent practicable. Supplier shall provide and shall require all of Supplier's subcontractors to provide full opportunity for such inspections in a manner acceptable to the inspectors. If an inspection or test is made on Supplier's premises, Supplier shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. In the event this Order is in excess of $2,500, the duly authorized representatives of Röchling Advent Tool & Mold, its applicable customer(s), and the government of the United States shall, until three (3) years after final payment under this Order or until such further time as may be designated in the applicable government regulations, have access to and the right to examine any pertinent books, papers, documents and records of Supplier involving manufacturing and quality assurance transactions related to this Order other than financial records. The Supplier agrees to retain in proper order for efficient retrieval, all such records for a period of fifteen (15) years. Supplier agrees to include in each subcontract Supplier might make hereunder appropriate provisions to the same effect. Röchling Advent Tool & Mold shall have the right for itself and on behalf of its customers to audit Supplier and its suppliers with a minimum thirty (30) days' notice. Compliance with Laws: Supplier shall be responsible for securing and maintaining any governmental or regulatory approvals necessary in order to manufacture and supply Products to the Röchling Advent Tool & Mold. Supplier shall maintain any governmental or regulatory approvals necessary for its sale of the Products to the Röchling Advent Tool & Mold. Supplier s facility where the Products are manufactured shall at all times remain compliant to Current Regulatory Standards and to current Good Manufacturing Practices per Title 21 Code of Federal Regulations ( CFR ) Part 820. Supplier shall manufacture, label and package the Products in accordance with the Specifications, the PPAP and current good manufacturing practices as applicable under 21CFR820 and shall maintain suitable Production levels, based on Röchling Advent Tool & Mold's forecasts to meet Röchling Advent Tool & Mold's requirements of the Products. Supplier agrees to obtain all necessary licenses or other authorizations as may be required for any and all items that it exports or re-exports under the Agreement. Supplier also agrees to provide such reasonable assistance as may be required to allow Röchling Advent Tool & Mold to obtain such authorizations. Supplier also agrees not to export or re-export items to any entity, individual or

8 destination that may be prohibited under applicable law. If at any time Supplier or Supplier s contract manufacturer is contacted by the FDA for inquiries or audits, Supplier shall notify Röchling Advent Tool & Mold of any audit or impending audit by the FDA within one (1) business day of Supplier receiving notification and before audit is performed with specific reference to any of Röchling Advent Tool & Mold' s Products. Supplier shall also notify Röchling Advent Tool & Mold immediately of any issues found during a FDA/notified body inspection that may impact the Products. Supplier shall be responsible for record retention of documentation generated at Supplier's site. Supplier shall provide Röchling Advent Tool & Mold with copies of any FDA 483 reports or any similar reports relating to the Products or any facility in which the Products is manufactured. Röchling Advent Tool & Mold reserves the right to have a representative onsite to represent Röchling Advent Tool & Mold should the need arise. Supplier shall notify Röchling Advent Tool & Mold in advance of any planned change in its current ISO or FDA registration status. The Supplier, in performing the work required by the Order, represents and warrants that it shall comply with (a) the nondiscrimination provisions of Executive Orders 11246, 11141, 11625, 12138, and 11701, and any subsequent amendments thereof and to comply with the Rules and Regulations issued thereunder and agrees not to discriminate against any associate or applicant for employment because of race, religion, color, sex, age, national origin, handicap or veteran status; and (b) all applicable federal, state and municipal laws, regulations, codes, ordinances and orders, and any permit conditions as to which Röchling Advent Tool & Mold has or should have knowledge, as the same may be in effect as of the time of the performance under the Order, including but not limited to full compliance with export and import laws, the U.S. Foreign Corrupt Practices Act, applicable provisions of The Health Insurance Portability and Accountability Act, Good Clinical Practice regulations (ICH-E6 Consolidated Guidance, April 1996), the Code of Federal Regulations (CFR), Title 21, Part 50, and any applicable data protection or privacy laws, rules, regulations and directives, including without limitation the requirements of Massachusetts General Laws c. 93H (Security Breaches) and the regulations promulgated thereunder including without limitation, 201 CMR and 201 CMR (Standards for the Protection of Personal Information of Residents of the Commonwealth) and the U.S. Department of Commerce Safe Harbor Privacy Principles with respect to the EU Directive of 24 October 1995 on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data (European Union Data Protection Directive Safe Harbor), in each case as to the extent applicable to the particular Order. The weights, measures, sizes, legends or words stamped, painted, branded or otherwise appearing on the Products or container, must comply in every respect with the laws, regulations, codes, ordinances and other requirements of the United States, and applicable local and state laws and regulations. Supplier also represents that by acceptance of the Order it has, and will continue, during the performance of the Order, to comply with the provisions of all other Federal, State and local laws, and regulations from which liability may accrue to Röchling Advent Tool & Mold from any violation thereof by Supplier. Validity of Agreement: Each provision herein shall be deemed separate and distinct from all other provisions of this Agreement, and if any one of them or a portion thereof is declared illegal or unenforceable, it shall not affect the legality or enforceability of the other terms, conditions and provisions then remaining, and they shall continue in full force and effect. Applicable Law: This Agreement, and any claim or controversy relating hereto, shall be governed by and interpreted exclusively in accordance with the laws of the Commonwealth of NEW YORK without giving effect to the conflict of laws principles thereof. Röchling Advent Tool & Mold and Supplier hereto irrevocably submit to the jurisdiction of the state and federal courts situated within the Commonwealth of New York, city of Rochester, with respect to any disputes arising hereunder. Limitation on Röchling Advent Tool & Mold s Liability Statute of Limitations: IN NO EVENT SHALL RÖCHLING ADVENT TOOL & MOLD BE LIABLE FOR ANTICIPATED PROFITS OR FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. RÖCHLING ADVENT TOOL & MOLD S LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE ORDER, THIS AGREEMENT OR FROM THE PERFORMANCE OR BREACH THEREOF SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE PRODUCTS OR A UNIT THEREOF WHICH GIVES RISE TO THE CLAIM. RÖCHLING ADVENT TOOL & MOLD SHALL NOT BE LIABLE FOR PUNITIVE OR TREBLE DAMAGES OR OTHER PENALTIES OF ANY DESCRIPTION. ANY ACTION RESULTING FROM ANY BREACH ON THE PART OF RÖCHLING ADVENT TOOL & MOLD AS TO THE PRODUCTS DELIVERED HEREUNDER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE ACTUAL DATE OF SUCH BREACH-GIVING RISE TO THE ALLEGED CAUSE OF ACTION.

9 Rev. December 30, 2015